UDINESE CALCIO S.p.A.

CODE OF ETHICS

(pursuant to Legislative Decree no. 231/01 as amended and supplemented)

ARTICLE l

scope in relation to persons

The provisions in this code are promulgated by the company UDINESE CALCIO S.p.A. (hereinafter referred to as "UDINESE").

This code applies to the persons indicated in Article 5, paragraph 1 of Leg. Decree no. 231/01, and in particular to:

1. all persons in top executive positions such as directors or managers of UDINESE as a whole or of one of its independent organizational units and all persons who manage or control UDINESE on a de facto basis;

2. all persons who work directly under the management or control of top executives such as employees, agents, collaborators and consultants, including those who are temporary or outside workers acting in the name and on behalf of UDINESE

Anyone who fails to comply with the rules of this code and other applicable provisions on preventing illegal activity shall be subject to the sanctions set out in Article 7 below, even if the unlawful act is not completed.

ARTICLE 2

GENERAL RULES OF CONDUCT

1. All parties must base their actions on the principles of honesty and professional propriety, complying with current laws and regulations and basing their actions on the principles, goals and obligations set out in this code.

The persons described in point 1 of Article 1 must ensure that the provisions of this code are followed by the persons described in point 2 of said article.

2. All operations and transactions carried out must be inspired by compliance with applicable norms, absolute managerial propriety, complete and transparent information, and both formal and substantive legitimacy. They must also be carried out in compliance with instructions and procedures and respect the limits of delegations of power.

All persons must in all cases refrain from engaging in or attempting to engage in behaviour that could be considered a crime pursuant to articles 24, 25, 25 bis and 25 ter of Legislative Decree no. 231/01.

ARTICLE 3

RULES OF CONDUCT IN RELATIONSHIPS WITH

THE PUBLIC ADMINISTRATION

For purposes of this code, the Public Administration means any public agency, independent administrative agency, physical person or legal entity who acts as a public official or public-service employee. It also includes private parties who perform a public function pursuant to law or other authorities.

1. It is absolutely prohibited to pay or promise payment or compensation in any form, either directly or through others, in order to induce, facilitate or remunerate a decision, an official action, or an action contrary to official duties, by the Public Administration.

2. The conduct described above is also absolutely prohibited when intended to favour or harm a party in a civil, criminal or administrative proceeding.

3. The provisions set out in points 1 and 2 above of this article shall also apply to unlawful lobbying.

4. If any person subject to Article 1 of this code receives explicit or implicit requests for benefits of any kind from the Public Administration or physical persons or legal entities in the employ or acting on behalf of said Public Administration, they must immediately suspend all relationships and inform the appropriate Supervisory Body in writing.

5. The provisions of this article may not be avoided by using different forms of aid or contributions, for example sponsorships, appointments, consulting, publicity, or allowances.

6. Gifts of modest value and other ordinary and reasonable entertainment expenses are permitted when they do not compromise the integrity and ethical-professional propriety of the parties.

7. All persons set out in Article 1 of this code must inform the appropriate Supervisory Body when the company commences significant operating contacts with the Public Administration, and during the continuation and conclusion of said contacts.

ARTICLE 4

OTHER RULES OF CONDUCT

In addition to the provisions of this code, the persons set out in point 1 of Article 1 are in particular prohibited from:

1. using artifices or ruses to mislead the State or a Public Body in order to procure unjust profits for UDINESE in the form of contributions, financing or other undue payments. “Artifice or ruse” means any pretense or concealment that is intended to mislead, including untruthful statements, failure to reveal circumstances that are required to be revealed, etc.;

2. presenting statements or documents which are false or attest to things that are untrue, or omitting required information in order to obtain contributions, financing, or other payments, however named, from the State, a Public Body, or the European Union;

3. diverting contributions, financing, or other payments however named, granted by the State, a Public Body, or the European Union for initiatives designed to perform work or engage in activities in the public interest;

4. in any way obstructing or altering the functions of IT or telecommunications systems or illegally interfering in any manner with the data, information or programs contained in said systems;

5. reporting untrue information in financial statements, reports, and other documents and communications to third parties, altering these documents, or omitting information that is required by law;

6. hindering or obstructing controls or audits which are legally assigned to company bodies or auditing companies;

7. reimbursing contributions to shareholders or releasing them from the obligation of making contributions, except in cases of a legitimate reduction of corporate capital;

8. distributing profits or advances on profits that have not actually been earned or which by law must be allocated to reserves, or distributing reserves, even if they do not constitute profits, that cannot be legally distributed;

9. acquiring or subscribing company stocks or shares except in the cases permitted by law ;

10. obtaining a meeting majority by means of false or fraudulent acts ;

11. presenting untrue material facts to the public supervisory authorities in communications on the economic, equity, or financial situation or using other fraudulent methods to conceal any facts concerning said situation;

12. obstructing the functions of the supervisory authorities, including by failing to send communications intended for them.

ARTICLE 5

DUTIES OF INFORMATION

1. If any persons described in Article 1 of this code become aware of unlawful or ethically improper activities or situations, or situations which may even potentially be indicative of unlawful or improper activities, they must immediately inform the special Supervisory Body in writing. All reports mentioned above will be promptly examined by the Supervisory Body.

2. Failure to provide the information in question shall be punishable by said Body.

 

ARTICLE 6

OTHER PROVISIONS

1. All work tools made available to employees, including Internet and email access, must be used with the maximum diligence in order to avoid any damage, and must be used to engage in company activities in compliance with established security procedures. In particular, it is prohibited to duplicate or retain unauthorized copies of software in violation of the related license agreements, or to use personal computers on company premises that contain software which has been unlawfully copied.

2. UDINESE shall in no way tolerate any work place conduct at any level that is immoral or unethical, or which is discriminatory in any way, in particular based on race, religion, political affiliation or gender.

ARTICLE 7

SANCTIONS

1. In case of failure to comply with the provisions of this code of ethics, the special Supervisory Body shall propose the sanctions set out in the labour agreement, in a proportional and adequate manner based on the gravity of the alleged violations.

2. In the case of independent staff, UDINESE shall take all appropriate steps within the sphere of the existing contractual relationship, up to termination of the relationship in especially serious cases.

ARTICLE 8

FINAL PROVISIONS

1. This Code of Ethics has been approved by the Board of Directors of UDINESE. It undertakes to make all parties described in Article 1 aware of it, providing them with a copy and requesting from them a written acknowledgement of receipt.

2. Pursuant to Legislative Decree 231/01, a special Supervisory Body has been established for purposes of regular verifications of compliance with the provisions contained in it. This Body, appointed by the Board of Directors, shall directly report and be answerable to said Board. If serious irregularities are discovered, the Body shall promptly inform the Board of Auditors.